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Exhibit 10.8

WARRANT CERTIFICATE FOR PURCHASE OF COMMON STOCK
OF
GATEFIELD CORPORATION

This certifies that James R. Fiebiger (the "Holder"), in consideration of the 
sum of One Dollar ($1.00) and other good and valuable consideration, the 
receipt of which is hereby acknowledged, and subject to the provisions 
hereinafter set forth, is entitled to purchase from GateField Corporation 
(the "Company") Fifty Thousand (50,000) fully paid and nonassessable shares 
of the Company's Common Stock, $.10 par value (such stock being hereinafter 
referred to as the "Common Stock" and such Common Stock as may be acquired 
upon exercise hereof being hereinafter referred to as the "Warrant Stock"), 
at the price of Forty Seven Cents ($.47) per share (the Last Sale Price of 
the Company's common stock on July 28, 1997, the date of Board approval).

This Warrant is subject to the following provisions, terms and conditions:

1.     Exercise and Issuance. This Warrant may be exercised in whole or in 
part (but not as to any fractional share of Common Stock) at any time 
commencing six (6) months from the date hereof (the "Issue Date") until the 
eighth anniversary of the Issue Date or until ninety (90) days after the date 
Mr. Fiebiger ceases to be a Director of GateField Corporation, whichever 
occurs first. This Warrant shall not be exercised as to any part of the 
shares covered thereby until six (6) months from the Issue Date of this 
Warrant at which time the Warrant may be exercised as to one hundred percent 
(100%) of such shares. The rights represented by this Warrant may be 
exercised by the Holder by written notice of exercise delivered to the 
Treasurer of the Company at the principal office of the Company accompanied 
by this Warrant (properly endorsed, if required) and payment to it, by cash, 
certified check or bank draft, of the purchase price of the shares of Warrant 
Stock being purchased. The Company agrees that the Warrant Stock so purchased 
shall be and is deemed to be issued as of the close of business on the date 
on which this Warrant shall have been surrendered and payment made for such 
Warrant Stock as aforesaid. Certificates for the shares of Warrant Stock so 
purchased shall be delivered to the Holder within a reasonable time, not 
exceeding fifteen (15) days after the rights represented by this Warrant 
shall have been so exercised, and, unless this Warrant has expired, a new 
Warrant representing the number of shares of Warrant Stock, if any, with 
respect to which this Warrant has not been exercised shall also be delivered 
to the Holder within such time.

2.     Right to Convert Warrant into Stock:  Net Issuance.

(a)    In addition to and without limiting the rights of the holder under the 
terms of this Warrant, the holder may elect to convert this Warrant or any 
portion thereof (the "Conversion Right") into shares of Common Stock, the 
aggregate value of which shares shall be equal to the value of this Warrant 
or the portion thereof being converted. The Conversion Right may be exercised 
by the holder by surrender of this Warrant at the principal office of the 
Company together with notice of the holder's intention to exercise the 
Conversion Right, in which event the Company shall issue to the holder a 
number of shares of the Company's Common Stock computed using the following 
formula:
                            
                     Y  -   B x Y   =   X
                            -----       A

Where: X =    The number of shares of Common Stock to be issued to the holder.

Y =    The number of shares of Common Stock purchasable under this Warrant 
subject to the exercise election.

A =    The fair market value of one share of the Company's Common Stock.

B =    Exercise Price (as adjusted to the date of such calculations).

(b)    For purposes of this Section 2, the "fair market value" per share of the
Company's Common Stock shall mean:

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(i)    If the Common Stock is traded on a national securities exchange or 
admitted to unlisted trading privileges on such an exchange, or is listed on 
the National Market System (the "National Market System") of the National 
Association of Securities Dealers Automated Quotations System (the "NASDAQ"), 
the fair market value shall be the last reported sale price of the Common 
Stock on such exchange or on the National Market System on the last trading 
day before the effective date of exercise of the Conversion Right or if no 
such sale is made on any such day, the mean of the closing bid and asked 
prices for such day on such exchange or on the National Market System;

(ii)   If the Common Stock is not so listed or admitted to unlisted trading 
privileges, the fair market value shall be the average of the mean of the 
last bid and asked prices reported on the last trading day before the date of 
the election (1) by the NASDAQ or (2) if reports are unavailable under clause 
(1) above, by the National Quotation Bureau Incorporated; and

(iii)  If the Common Stock is not so listed or admitted to unlisted trading 
privileges and bid and ask prices are not reported, the fair market value 
shall be the price per share which the Company could obtain from a willing 
buyer for shares sold by the Company from authorized but unissued shares, as 
such price shall be determined by mutual agreement of the Company and the 
holder of this Warrant.

3.     Notices of Record Date. In the event of any taking by the Company of a 
record of its shareholders for the purpose of determining shareholders who 
are entitled to receive payment of any dividend or other distribution, any 
right to subscribe for, purchase or otherwise acquire any share of any class 
or any other securities or property, or to receive any other right, or for 
the purpose of determining shareholders who are entitled to vote in 
connection with any proposed merger or consolidation of the Company with or 
into any other corporation, or any proposed sale, lease or conveyance of all 
or substantially all of the assets of the Company, or any proposed 
liquidation, dissolution or winding up of the Company, then, in connection 
with each such event, the Company shall mail to the holder of this Warrant at 
least twenty (20) days prior written notice of the date on which any such 
record is to be taken for the purpose of such dividend, distribution, 
right(s) or vote of the shareholders. Each such written notice shall specify 
the amount and character of any such dividend, distribution or right(s), and 
shall set forth, in reasonable detail, the matter requiring any such vote of 
the shareholders.

4.     Compliance with Securities Act; Disposition of Warrant or Shares of 
Common+Stock.

(a)    COMPLIANCE WITH SECURITIES ACT. The holder of this Warrant, by 
acceptance hereof, agrees that this Warrant, the Warrant Stock to be issued 
upon exercise hereof are being acquired for investment and that such holder 
will not offer, sell or otherwise dispose of this Warrant or any Warrant 
Stock to be issued upon exercise hereof except under circumstances which will 
not result in a violation of the Securities Act. This Warrant and all Warrant 
Stock issued upon exercise of this Warrant (unless registered under the 
Securities Act) shall be stamped or imprinted with a legend in substantially 
the following form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 
AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE 
REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL FOR THE 
HOLDER THAT SUCH REGISTRATION IS NOT REQUIRED OR (iii)+RECEIPT OF A NO-ACTION 
LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT 
REGISTRATION UNDER THE ACT IS NOT REQUIRED.

(b)    DISPOSITION OF WARRANT AND SHARES OF WARRANT STOCK. With respect to 
any offer, sale or other disposition of this Warrant or any Shares of Warrant 
Stock acquired pursuant to the exercise of this Warrant prior to registration 
thereof, the holder hereof and each subsequent holder of this Warrant agrees 
to give written notice to the Company prior thereto, describing briefly the 
manner thereof, together with a written opinion of such holder's counsel, if 
reasonably requested by the Company, to the effect that such offer, sale or 
other disposition may be effected without registration or qualification 
(under the Securities Act as then in effect or any federal or state law then 
in effect) of this Warrant or such Shares and indicating whether or not under 
the Securities Act certificates for this Warrant or such Shares of Warrant 
Stock to be sold or otherwise disposed of require any restrictive legend as 
to applicable restrictions on transferability in order to insure compliance 
with the Securities Act. Each certificate representing this Warrant or the 

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Shares of Warrant Stock thus transferred (except a transfer pursuant to Rule 
144) shall bear a legend as to the applicable restrictions on transferability 
in order to insure compliance with the Securities Act unless, in the 
aforesaid opinion of counsel for the holder, such legend is not required in 
order to insure compliance with the Securities Act. Nothing herein shall 
restrict the transfer of this Warrant or any portion hereof by the initial 
holder hereof to any partnership affiliated with the initial holder, or to 
any partner of any such partnership provided such transfer may be made in 
compliance with applicable federal and state securities laws. The Company may 
issue stop transfer instructions to its transfer agent in connection with the 
foregoing restrictions.

5.    Covenants of Company. The Company covenants and agrees that all shares 
of Warrant Stock that may be issued upon the exercise of the rights 
represented by this Warrant will, upon issuance, be duly authorized and 
issued, fully paid and nonassessable and free from all liens and charges with 
respect to the issuance thereof. The Company further covenants and agrees 
that until expiration of this Warrant, the Company will at all times have 
authorized and reserved for the purpose of issuance or transfer upon exercise 
of the fights evidenced by this Warrant, a sufficient number of shares of 
Common Stock to provide for the exercise of the rights represented by this 
Warrant.

6.     Exercise Price and Share Adjustments. The initial number of shares of 
Common Stock purchasable upon exercise of this Warrant and the exercise price 
payable therefor shall be subject to adjustment from time to time, as 
provided below:

(a)    In case the Company shall at any time hereafter subdivide or combine 
the outstanding shares of Common Stock or declare a dividend payable in 
Common Stock, the total number of shares of Common Stock purchasable upon the 
exercise of this Warrant shall be adjusted so that the Holder shall be 
entitled to receive the number of shares of Common Stock which the Holder 
would have owned or have been entitled to receive immediately following any 
of the events described above had this Warrant been exercised in full 
immediately prior to any such event. An adjustment made pursuant to this 
Section 3(a) shall, in the case of a subdivision or combination, be made as 
of the effective date thereof, and in the case of a stock dividend, become 
effective as of the record date therefore. In the event of any such 
adjustment of the total number of shares of Common Stock purchasable upon the 
exercise of this Warrant, the exercise price shall be adjusted to be the 
amount resulting from dividing the number of shares of Common Stock covered 
by this Warrant immediately after such adjustment into the total amount 
payable upon exercise of this Warrant in full immediately prior to such 
adjustment.

(b)    If any capital reorganization or reclassification of the capital stock 
of the Company (other than a subdivision or combination referred to in 
Section 3(a) hereof), or consolidation or merger of the Company with another 
corporation, or the sale of all or substantially all of its assets to another 
corporation shall be effected in such a way that holders of Common Stock 
shall be entitled to receive stock, securities or assets with respect to or 
in exchange for such Common Stock, then, as a condition of such 
reorganization, reclassification, consolidation, merger or sale, the Holder 
shall have the right to purchase and receive upon the basis and upon the 
terms and conditions specified in this Warrant and in lieu of the Common 
Stock immediately theretofore purchasable and receivable upon the exercise of 
the rights represented hereby, such shares of stock, securities or assets as 
would have been issued or delivered to the Holder if he had exercised this 
Warrant and had received upon exercise of this Warrant the Common Stock prior 
to such reorganization, reclassification, consolidation, merger or sale. The 
Company shall not effect any such consolidation, merger or sale, unless prior 
to the consummation thereof the successor corporation (if other than the 
Company) resulting from such consolidation or merger or the corporation 
purchasing such assets shall assume by written instrument executed and mailed 
to the Holder at the last address of the Holder appearing on the books of the 
Company, the obligation to deliver to the Holder such shares of stock, 
securities or assets as, in accordance with the foregoing provisions, the 
Holder may be entitled to purchase.

(c)    If the Company takes any other action, or if any other event occurs 
which does not come within the scope of the provisions of Sections 3(a) or 
3(b), but which should result in an adjustment in the exercise price and/or 
the number of shares subject to the Warrant in order to fairly protect the 
purchase rights of the Holder, an appropriate adjustment in such purchase 
fights shall be made by the Company.

(d)    No fractional shares of Common Stock are to be issued upon the 
exercise of this Warrant, but the Company 

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shall pay a cash adjustment in respect of any fraction of a share which would 
otherwise be issuable in an amount equal to the same fraction of the market 
price per share of Common Stock on the date of exercise.

(e)    Upon any adjustment of the exercise price or number of shares 
purchasable hereunder, the Company shall give written notice thereof, by 
first class mail, postage prepaid, addressed to the Holder at the address of 
the Holder as shown on the books of the Company, which notice shall state the 
Warrant exercise price resulting from such adjustment and the increase or 
decrease, if any, in the number of shares purchasable at such price upon the 
exercise of this Warrant, setting forth in reasonable detail the method of 
calculation and the facts upon which such calculation is based.

7.     Holder Not Deemed a Stockholder. The Holder shall not be entitled to 
vote on or be deemed the holder of Common Stock or any other securities which 
may at any time be issuable on the exercise hereof for any purpose, nor shall 
anything contained herein be construed to confer upon the Holder any of the 
rights of a stockholder of the Company or any right to vote for the election 
of directors or upon any matter submitted to stockholders at any meeting 
thereof, or give or withhold consent to any corporate action (whether upon 
any recapitalization, issue of stock, reclassification of stock, change of 
par value or change of stock to no par value, consolidation, merger, 
conveyance or otherwise) or to receive notice of meetings or other actions 
affecting stockholders, or to receive dividends or subscription rights or 
other-wise, until the rights to purchase Warrant Stock hereunder shall have 
been exercised.

8.     Nontransferability. This Warrant is not transferable, in whole or in 
part, and is exercisable only by the Holder or by the Holder's representative 
or executor in the event of the Holder's death.

9.     Investment Intent. The Holder acknowledges and agrees that this 
Warrant and any shares of Warrant Stock which may be acquired upon exercise 
hereof are being or will be acquired for investment purposes and not with a 
view toward the distribution or sale thereof. The Holder acknowledges that 
this Warrant and the Warrant Stock will not be registered under either 
federal or applicable state securities laws and that the Company will be 
relying upon the foregoing investment representation in agreeing to issue 
this Warrant and the Warrant Stock to the Holder. The Holder acknowledges 
that transferability of the Warrant Stock will be subject to restrictions 
imposed by all applicable federal and state securities laws and agrees that 
the certificates evidencing the Warrant Stock may be imprinted with an 
appropriate legend setting forth these restrictions on transferability.

10.    Amendment. This Warrant and any term hereof may be changed, waived, 
discharged or terminated only by means of an instrument in writing signed by 
the party against which enforcement of the change, waiver, discharge or 
termination is sought.

       IN WITNESS WHEREOF, GateField Corporation has caused this Warrant 
Certificate to be signed by its Corporate Secretary and has caused its 
corporate seal to be imprinted hereon.

Date: July 28, 1997  GATEFIELD CORPORATION
       (the "Company")

By     /s/ Douglas E. Klint 
       --------------------
Douglas E. Klint 
Corporate Secretary 
Accepted by:

 /s/ James R. Fiebiger 
----------------------
James R. Fiebiger